Mergers & Acquisitions

  • December 06, 2019

    Union Says FCC Abused Discretion In Sprint/T-Mobile Tie-Up

    The Communications Workers of America on Thursday said it planned to appeal the Federal Communications Commission’s stamp of approval on T-Mobile’s takeover of Sprint, calling the agency’s October decision to back the deal “arbitrary,” “capricious” and “an abuse of discretion.”

  • December 06, 2019

    Fitbit Investor Sues Over $2.1B Sale To Google

    A Fitbit investor sued the athletic technology company and its board on Friday in Delaware federal court, claiming they tried to mislead investors about the financial analyses associated with Fitbit's recently announced plan to sell itself to Google for $2.1 billion.

  • December 06, 2019

    Carbonite Investor Wants To Halt $1.42B OpenText Merger

    A Carbonite Inc. investor filed a proposed securities class action Thursday seeking to halt the cloud computing business' $1.42 billion merger with an OpenText Corp. subsidiary, saying the companies need to back up the rosy financial picture they touted to shareholders.

  • December 06, 2019

    The AGs Challenging T-Mobile/Sprint & The Ones Left Behind

    Ten state attorneys general, all Democrats, entered the challenge to T-Mobile’s purchase of Sprint. Now, after months of ebb and flow that included the addition of a single Republican AG, the number stands at 14 and no longer includes that sole claim to bipartisanship. Here, Law360 takes a look at the states that have joined the challenge and the ones that have left.

  • December 06, 2019

    Don't Miss It: Fried Frank, Hogan Guide Week's Hot Deals

    With so much mergers and acquisitions news this week, you may have missed several deals announced in recent days helmed by firms such as Fried Frank and Hogan Lovells. Here, Law360 recaps the ones you might have missed.

  • December 06, 2019

    UK Watchdog Clears Acquisition Of Bicycle Cardmaker

    The United Kingdom's competition watchdog gave the go-ahead Friday to a Belgian playing card company's plans to snap up the American maker of the popular Bicycle brand of cards, greenlighting the deal without conditions.

  • December 06, 2019

    Philly Hospital Fights Docs' Bid For Coverage Past Ch. 11 Sale

    Philadelphia’s bankrupt Center City Healthcare LLC declared dead on arrival Friday an emergency motion by former St. Christopher's Hospital medical professionals for a Delaware court ruling that the hospital’s Chapter 11 sale requires an extension of medical liability coverage for doctors cut from the staff.

  • December 06, 2019

    Sanders Platform Calls For Breakup Of Cable Cos., ISPs

    Sen. Bernie Sanders' presidential campaign released a plan Friday to take the internet "out of the hands of monopolies and conglomerates and bring it to the people," including by breaking up big service providers like Comcast, AT&T and Verizon.

  • December 06, 2019

    UK Watchdog Says £1.3B Pub Deal Could Hurt Locals

    The U.K.’s competition watchdog said Stonegate Pub Company’s £1.27 billion ($1.42 billion) buy of rival pub operator Ei Group could be bad news for consumers in about 50 local areas, giving the companies a week to find a solution.

  • December 06, 2019

    Taxation With Representation: Covington, Simpson, Weil

    In this week's Taxation With Representation, Japan's Astellas Pharma shells out $3 billion for a California drugmaker, Revelstoke Capital Partners raises $1.4 billion for health care investments, and AK Steel is acquired in a $1.1 billion deal.

  • December 06, 2019

    High Court To Review Del. Judicial Party-Balance Mandate

    The U.S. Supreme Court agreed Friday to review Delaware's appeal of a lower court ruling that overturned the state's 122-year-old major party membership and balance requirements for members of its three top courts.

  • December 06, 2019

    Skadden Steers Phoenix Group's £3.2B Swiss Re Unit Buy

    U.K. life insurer Phoenix Group announced plans Friday to buy a rival subsidiary of Swiss Re for £3.2 billion ($4.2 billion) in a cash and stock.

  • December 05, 2019

    Oracle Shareholders Get Rare Doc Rights In $9.3B Tie-Up Row

    In a potentially unprecedented ruling, a Delaware vice chancellor late Wednesday found that a stockholder group pursuing a derivative suit over Oracle's $9.3 billion purchase of NetSuite Inc. should get substantial access to documents gathered by the company's own special litigation committee.

  • December 05, 2019

    What To Watch As T-Mobile-Sprint Merger Fight Goes To Trial

    T-Mobile and Sprint Corp. go to trial Monday in New York to defend their megamerger, as Democratic attorneys general pursue a rare, direct challenge to their federal peers in a case that will test the strength of U.S. wireless competition and the importance of fostering next-generation technology.

  • December 05, 2019

    States Seek To Reveal Sprint, T-Mobile Merger Emails On DOJ

    A coalition of states petitioned a Manhattan federal judge Thursday to allow the public to see corporate emails discussing how to get approval from a senior government official, ahead of a blockbuster antitrust trial over the Sprint-T-Mobile merger that starts Monday.

  • December 05, 2019

    Deals Rumor Mill: Kering, Aston Martin, Thai Beverage

    The French owner of Gucci is interested in buying multibillion-dollar apparel maker Moncerl, a Canadian billionaire is leading a group that hopes to buy a major stake in Aston Martin, and Thai Beverage aims to raise $3 billion through an IPO of some regional beer assets. Here, Law360 breaks down these and other deal rumors from the past week that you need to be aware of.

  • December 05, 2019

    UK Competition Agency May Unwind Bauer's Radio Deals

    The U.K.'s competition authority said Thursday that Bauer Media UK's recent string of deals for local radio stations could hurt the viability of a company that provides critical advertising services to independent stations and may need to be at least partially unwound.

  • December 05, 2019

    RAIT Financial's $174M Ch. 11 Sale OK'd Despite Challenge

    A Delaware bankruptcy judge approved real estate venture RAIT Financial Trust’s $174 million Chapter 11 sale to Fortress Investment Group on Thursday over objections from equity holders calling for a denial or delay to allow pursuit of a different tentative restructuring support offer.

  • December 05, 2019

    Kirkland Steers $510M Buy Of Fiserv Investment Service Stake

    Private equity firm Motive Partners and investor Cannae Holdings will take on a majority stake in Fiserv’s investment services arm in a deal steered by Kirkland & Ellis LLP, Motive Partners said Thursday.

  • December 05, 2019

    Saudi Aramco Prices Record-Breaking $25.6B IPO

    State-backed oil giant Saudi Aramco raised $25.6 billion on Thursday in the world's largest initial public offering after pricing its shares at peak range, in a deal guided by four law firms including company counsel White & Case LLP and underwriters' counsel Latham & Watkins LLP.

  • December 05, 2019

    2 Firms Aid As Revelstoke Raises $1.4B And Inks Health Deal

    Revelstoke Capital Partners, a Denver-based private equity firm focused on health care, said Thursday that it has clinched two investment vehicles totaling almost $1.4 billion and inked the acquisition of Upstream Rehabilitation, with help from Simpson Thacher and Winston & Strawn.

  • December 04, 2019

    Chancery Orders Tutor Perini To Pay $8M To Merger Partner

    Tutor Perini Corp. was ordered Wednesday to pay $8 million to the former owners of its acquisition Greenstar Services Corp. in the latest installment of a Delaware Chancery Court payment saga dating to the companies' 2011 tie-up.

  • December 04, 2019

    Murray Energy Files $1.7B Baseline Offer Under Ch. 11 Plan

    Bankrupt coal producer Murray Energy Corp. filed proposed bidding procedures Wednesday in Ohio court that contemplate a $1.7 billion stalking horse offer from its senior term loan lenders, a day after it submitted its Chapter 11 plan proposal.

  • December 04, 2019

    Mets Valued At $2.6B As Billionaire Steve Cohen Pitches Offer

    Hedge fund billionaire Steve Cohen is set to purchase an 80% stake in the New York Mets in a deal that reportedly values the team at $2.6 billion and comes at a pivotal moment for the team.

  • December 04, 2019

    B&N Education Board OKs Adviser To Review Outside Interest

    Barnes & Noble Education said Wednesday it secured board approval to hire a financial adviser to lead a strategic review of the company's potential opportunities, after fielding "a number of unsolicited inquiries."

Expert Analysis

  • Impacts Of Tax Reform On M&A Deal Activity

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    M&A activity has adjusted slightly in response to the 2017 tax overhaul's elimination of net operating loss deductions, new tax rules for foreign earnings, and future allocation of interest expense deductions, but fallout has been smaller than expected, say Alexander Lee and Eric Schwartzman in this brief video.

  • What Is A 'Reasonably Useful Form' For Production Of ESI?

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    While federal rules require production of electronically stored information in its native format or a "reasonably useful form," recent court rulings offer guidance on avoiding production of ESI in its native format when it would be unduly burdensome, say Matthew Hamilton and Donna Fisher at Pepper Hamilton.

  • Innovative Collaborations Require Antitrust Flexibility

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    Joint initiatives by companies active in the same industry are much needed to tackle major challenges like sustainability and digital transformation, but such partnerships may require special exemptions from international antitrust authorities, says Tilman Kuhn of White & Case.

  • Patent Decision Highlights Cross-Appeal Considerations

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    The Federal Circuit's recent decision in IPR Licensing overruled precedent to hold that the cross-appeal rule is not jurisdictional, demonstrating the complexity of this seemingly simple rule and its various applications within the circuit courts, says Michael Soyfer at Quinn Emanuel.

  • Opinion

    New Views On Corporate Purpose Miss The Mark

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    Recent changes to the Business Roundtable’s manifesto are short on specifics and falsely suggest that corporations can somehow achieve success for stakeholders without negatively impacting others, says Herschel Joseph at Gould & Ratner.

  • Trends And Opportunities In Distressed M&A Investing

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    As recent S&P data shows an increase in distressed assets, investors may find it preferable to undertake certain M&A transactions by working within, rather than running from, the unique opportunities afforded by the Chapter 11 process, say Aaron Rigby and Charles Persons of Sidley.

  • Perspectives

    Book Review: Who's To Blame For The Broken Legal System?

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    The provocative new book by Alec Karakatsanis, "Usual Cruelty: The Complicity of Lawyers in the Criminal Injustice System," shines a searing light on the anachronism that is the American criminal justice system, says Sixth Circuit Judge Bernice Donald.

  • Cybersecurity Due Diligence Strategies For M&A Transactions

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    In light of continuously evolving cyber threats and the growing body of privacy and data protection regulations, cybersecurity due diligence has become an essential part of evaluating and structuring mergers and acquisitions, and attention to it may become a competitive advantage, say Corby Baumann of Thompson Hine and Bret Cohen of Tier 1 Cyber.

  • Del. M&A Case Clamps Down On MLP General Partner Liability

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    The Delaware Chancery Court’s recent decision in Dieckman v. Regency that a merger did not satisfy the required safe harbors, but did not necessarily breach good faith requirements, suggests general partners in master limited partnerships may face greater liability in approving conflicted transactions, say attorneys at Fried Frank.

  • SEC Proposals Could Be Game Changing For Proxy Process

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    Recently proposed rule amendments from the U.S. Securities and Exchange Commission could overhaul the proxy process by making it harder for proxy advisory firms to issue voting recommendations, and by changing the requirements for shareholders submitting proposals, say attorneys at V&E.

  • Warren Bill Presents Powerful Headwinds For Private Equity

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    If passed, Sen. Elizabeth Warren's private equity reform bill would protect companies being purchased by private equity, but impose significant restrictions on funds by eliminating the liability shield and favorable tax treatment they currently enjoy, say Jon Brose and Kevin Neubauer at Seward & Kissel.

  • How To Hire Lateral Partners More Effectively

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    Although lateral partner hiring is the preferred method of inorganic growth among law firms, the traditional approach to vetting does not employ sufficient due diligence by the hiring firm, says Michael Ellenhorn at executive search firm Decipher Competitive Intelligence.

  • Aviation Watch: No Winners In Boeing-Airbus Trade Feud

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    Recently announced U.S. tariffs against a range of European products are just the latest negative consequence of a 15-year trade dispute centering on subsidies to Boeing and Airbus — a conflict that has proven disastrous for all involved, says Alan Hoffman, a retired attorney and private pilot.

  • Texas Could Take Page From Mass.'s Judicial Selection Book

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    As Texas and other states review their judicial election processes, they would be well served by taking guidance from Massachusetts' Governor’s Council system, which protects the judiciary from the hazards of campaigning, says Richard Baker of New England Intellectual Property.

  • Series

    Judging A Book: McKeown Reviews 'Conversations With RBG'

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    Reading Jeffrey Rosen’s "Conversations With RBG: Ruth Bader Ginsburg on Life, Love, Liberty, and Law" is like eavesdropping on the author and his subject while they discuss how the restrained judicial minimalist became the fiery leader of the opposition, says Ninth Circuit Judge M. Margaret McKeown.